rfmd-20250628

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File Number 001-36801

Qorvo, Inc.

(Exact name of registrant as specified in its charter)


Delaware		46-5288992
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7628 Thorndike Road
Greensboro,	North Carolina	27409-9421
(Address of principal executive offices)		(Zip Code)

(336) 664-1233

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

QRVO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of July 23, 2025, there were 92,654,264 shares of the registrant’s common stock outstanding.


			Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Income			5
Condensed Consolidated Statements of Comprehensive Income (Loss)			6
Condensed Consolidated Statements of Stockholders' Equity			7
Condensed Consolidated Statements of Cash Flows			8
Notes to Condensed Consolidated Financial Statements			9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			24
Item 4. Controls and Procedures.			24

PART II — OTHER INFORMATION

Item 1A. Risk Factors.			25
Item 2. Unregistered Sales of Equity Securities and Use of Procee ds.			25
Item 5. Other Information.			25
Item 6. Exhibits.			26

SIGNATURES			27


	June 28, 2025		March 29, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	1,165,478	$	1,021,176
Accounts receivable, net of allowances of $285 and $309 as of June 28, 2025 and March 29, 2025, respectively	328,326		386,719
Inventories	637,961		640,992
Prepaid expenses	30,759		32,808
Other receivables	14,958		11,023
Other current assets	68,774		74,557
Total current assets	2,246,256		2,167,275
Property and equipment, net of accumulated depreciation of $1,879,567 and $1,845,365 as of June 28, 2025 and March 29, 2025, respectively	794,273		801,895
Goodwill	2,389,741		2,389,741
Intangible assets, net	252,397		273,478
Long-term investments	21,637		23,433
Other non-current assets	293,220		277,309
Total assets	$	5,997,524	$	5,933,131
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	280,122	$	260,663
Accrued liabilities	251,980		287,981
Other current liabilities	266,228		234,538
Total current liabilities	798,330		783,182
Long-term debt	1,549,200		1,549,215
Other long-term liabilities	212,925		208,422
Total liabilities	2,560,455		2,540,819
Commitments and contingent liabilities (Note 7)
Stockholders’ equity:
Preferred stock, $.0001 par value; 5,000 shares authorized; no shares issued and outstanding	—		—
Common stock and additional paid-in capital, $.0001 par value; 405,000 shares authorized; 92,798 and 92,920 shares issued and outstanding at June 28, 2025 and March 29, 2025, respectively	3,439,103		3,431,308
Accumulated other comprehensive income (loss)	6,355		(5,013)
Accumulated deficit	(8,389)		(33,983)
Total stockholders’ equity	3,437,069		3,392,312
Total liabilities and stockholders’ equity	$	5,997,524	$	5,933,131


	Three Months Ended
	June 28, 2025		June 29, 2024
Revenue	$	818,778	$	886,671
Cost of goods sold	486,976		554,367
Gross profit	331,802		332,304

Operating expenses:
Research and development	179,244		187,602
Marketing and selling	56,891		59,816
General and administrative	50,998		55,107
Other operating expense	14,583		25,173
Total operating expenses	301,716		327,698
Operating income	30,086		4,606

Interest expense	(18,787)		(17,094)
Other income, net	20,386		11,765
Income (loss) before income taxes	31,685		(723)

Income tax (expense) benefit	(6,091)		1,137
Net income	$	25,594	$	414

Net income per share:
Basic	$	0.28	$	0.00
Diluted	$	0.27	$	0.00

Weighted-average shares of common stock outstanding:
Basic	92,915		95,467
Diluted	93,770		96,510


				Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit
	Common Stock
Three Months Ended	Shares	Amount						Total
Balance, March 29, 2025	92,920	$	3,431,308	$	(5,013)	$	(33,983)	$	3,392,312
Net income	—	—		—		25,594		25,594
Other comprehensive income	—	—		11,368		—		11,368
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	180	(7,291)		—		—		(7,291)
Issuance of common stock in connection with employee stock purchase plan	400	21,299		—		—		21,299
Repurchase of common stock, including transaction costs and excise tax	(702)	(50,018)		—		—		(50,018)
Stock-based compensation	—	43,805		—		—		43,805
Balance, June 28, 2025	92,798	$	3,439,103	$	6,355	$	(8,389)	$	3,437,069

Balance, March 30, 2024	95,798	$	3,651,067	$	(5,097)	$	(89,598)	$	3,556,372
Net income	—	—		—		414		414
Other comprehensive loss	—	—		(932)		—		(932)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	137	(7,265)		—		—		(7,265)
Issuance of common stock in connection with employee stock purchase plan	266	19,787		—		—		19,787
Repurchase of common stock, including transaction costs and excise tax	(1,239)	(125,725)		—		—		(125,725)
Stock-based compensation	—	43,604		—		—		43,604
Balance, June 29, 2024	94,962	$	3,581,468	$	(6,029)	$	(89,184)	$	3,486,255


	June 28, 2025		March 29, 2025
Raw materials	$	177,286	$	184,695
Work in process	334,259		322,814
Finished goods	126,416		133,483
Total inventories	$	637,961	$	640,992


	June 28, 2025				March 29, 2025
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Developed technology	$	615,695	$	428,572	$	627,038	$	427,366
Customer relationships	39,900		23,508		80,800		62,111
Technology licenses	75,252		36,342		74,976		29,876
Trade names	700		321		700		262
In-process research and development	9,593		N/A		9,579		N/A
Total (1)	$	741,140	$	488,743	$	793,093	$	519,615


	June 28, 2025		March 29, 2025
4.375% senior notes due 2029	$	850,000	$	850,000
3.375% senior notes due 2031	700,000		700,000
Unamortized premium and issuance costs, net	(800)		(785)
Total long-term debt	$	1,549,200	$	1,549,215


	One-Time Employee Termination Benefits		Contract Termination and Other Costs		Total
Accrued restructuring balance as of March 29, 2025	$	477	$	30,488	$	30,965
Costs incurred and charged to expense	1,553		1,989		3,542
Cash payments	(746)		(2,330)		(3,076)
Accrued restructuring balance as of June 28, 2025	$	1,284	$	30,147	$	31,431


	Three Months Ended
	June 28, 2025		% of Revenue		June 29, 2024		% of Revenue		Increase (Decrease)		Percentage Change
Revenue	$	818,778	100.0	%	$	886,671	100.0	%	$	(67,893)	(7.7)	%
Cost of goods sold	486,976		59.5		554,367		62.5		(67,391)		(12.2)
Gross profit	331,802		40.5		332,304		37.5		(502)		(0.2)
Research and development	179,244		21.9		187,602		21.2		(8,358)		(4.5)
Marketing and selling	56,891		6.9		59,816		6.8		(2,925)		(4.9)
General and administrative	50,998		6.2		55,107		6.2		(4,109)		(7.5)
Other operating expense	14,583		1.8		25,173		2.8		(10,590)		(42.1)
Operating income	$	30,086	3.7	%	$	4,606	0.5	%	$	25,480	553.2	%


	Three Months Ended
(In thousands, except percentages)	June 28, 2025			June 29, 2024			Dollar Change		Percentage Change
Revenue	$	137,395		$	129,468		$	7,927	6.1	%
Operating income	21,582			4,881			16,701		342.2
Operating income as a % of revenue	15.7		%	3.8		%


	Three Months Ended
	June 28, 2025		June 29, 2024
United States	$	425,260	$	447,456
China	155,895		196,434
Other Asia	122,241		132,036
Taiwan	96,926		92,554
Europe	18,456		18,191
Total revenue	$	818,778	$	886,671


Period	Total number of shares purchased (in thousands)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (in thousands)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
March 30, 2025 to April 26, 2025	233	$	60.28	233	$	934.6
April 27, 2025 to May 24, 2025	211	72.90		211	919.3
May 25, 2025 to June 28, 2025	258	79.53		258	898.8
Total	702	$	71.14	702


3.1			Third Amended and Restated Bylaws of Qorvo, Inc., adopted on May 16, 2025 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8 -K filed with the SEC on May 20 , 2025)

22			List of Subsidiary Guarantors

31.1			Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Certification of Periodic Report by Grant A. Brown, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1			Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2			Certification of Periodic Report by Grant A. Brown, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101			The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 28, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) the Condensed Consolidated Statements of Stockholders' Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements

104			The cover page from our Quarterly Report on Form 10-Q for the quarter ended June 28, 2025, formatted in iXBRL


		Qorvo, Inc.

Date:	July 30, 2025	/s/ Grant A. Brown
		Grant A. Brown
		Senior Vice President and Chief Financial Officer


	Three Months Ended
(In thousands)	June 28, 2025		June 29, 2024
Interest expense	$	(18,787)	$	(17,094)
Other income, net	20,386		11,765
Income tax (expense) benefit	(6,091)		1,137


Summarized Balance Sheets (In thousands)	June 28, 2025		March 29, 2025
ASSETS
Current assets (1)	$	799,728	$	827,998
Non-current assets	2,317,705		2,338,086

LIABILITIES
Current liabilities	$	254,277	$	270,634
Long-term liabilities (2)	2,431,705		2,408,648


Summarized Statement of Operations	Three Months Ended
(In thousands)	June 28, 2025
Revenue	$	281,584
Gross profit	80,178
Net loss	(61,792)

SEC Form 10-Q filed by Qorvo Inc.